Exhibit
10.15
PROMISSORY NOTE
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$1,125,000___________
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June 1, 2007
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FOR VALUE RECEIVED, the undersigned,
EESV FAYETTEVILLE, INC. , a Georgia corporation (the
“Borrower”), hereby promises to pay to the order of
ENVIRONMENTAL ENERGY SERVICES, INC., a Delaware
corporation (herein the "Lender"), at 3350 Americana Terrace,
Suite 215, Boise, Idaho 83706, or at such other place as Lender
may from time to time designate to Borrower in writing, the
principal sum of ($1,125,000.00) on the Maturity Date (as
hereinafter defined). This Note shall not bear interest
prior to the Maturity Date. In the event this Note is not
paid in full on the Maturity Date, this Note shall bear interest
at the rate of 12% per annum until paid in full.
This Note is being executed pursuant to an
Assumption and Assignment Agreement dated June 1, 2007 by and
between the Lender and Borrower, pursuant to which the Lender
has assigned to Borrower the Working Interests (as defined
therein). The “Maturity Date” shall mean the
date of closing of the sale of part or all of the Working
Interests to a non-affiliated third party, but only to the
extent of any net cash proceeds received as a result of such
sale. If the net cash proceeds of such a sale are less than the
balance owed on this Note, then this Note shall mature only as
to the amount of the net cash proceeds. If part or all of
the consideration for the sale of the Working Interests consists
of a deferred payment obligation of any nature, then this Note
shall mature in amount of each deferred payment as it is
received by the Borrower.
The principal hereof and interest hereon shall
be payable in lawful money of the United States of America, at
the address for Lender set forth above, or at such other place
as the Lender may designate in writing to the Borrower.
The Borrower may prepay th
